Exhibit 4.3
THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
Whispering Oaks International, Inc.
(d/b/a BioCurex)
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
Units
of
WHISPERING OAKS INTERNATIONAL,
INC.
Void after _____________, 2014
This
is to certify that, for value received and subject to the terms and
conditions set forth below, the Warrantholder (hereinafter defined)
is entitled to purchase, and the Company promises and agrees to
sell and issue to the Warrantholder, at any time on or after
___________, 2010 and on or before __________, 2014, up to
Units (hereinafter defined) at the Exercise Price (hereinafter
defined).
This
Warrant Certificate is issued subject to the following terms and
conditions:
1.
Definitions of Certain Terms . Except as may be otherwise
clearly required by the context, the following terms have the
following meanings:
(a) “Act”
means the Securities Act of 1933, as amended.
(b) “Closing
Date” means the date on which the Offering is
closed.
(c) “Commission”
means the Securities and Exchange Commission. w
(d) “Common
Stock” means the common stock, par value $0.001, of the
Company.
(e) “Company”
means Whispering Oaks International, Inc. (d/b/a BioCurex), a Texas
corporation.
(f) “Company’s
Expenses” means any and all expenses payable by the Company
or the Warrantholder in connection with an offering described in
Section 6 hereof, except Warrantholder’s Expenses.
(g) “Corporate
Financing Rule” means Rule 5110 of the rules of the Financial
Industry Regulatory Authority.
(h) “Effective
Date” means the date of the Company’s final prospectus
as filed with the Securities and Commission pursuant to Rule 424(b)
of the Act.
(i) “Exercise
Price” means the price at which the Warrantholder may
purchase one Unit upon exercise of Warrants as determined from time
to time pursuant to the provisions hereof. The initial Exercise
Price is $ per
Unit.
(j) “Offering”
means the public offering of Units made pursuant to the
Registration Statement.
(k) “Participating
Underwriter” means any underwriter participating in the sale
of the Securities pursuant to a registration under Section 6 of
this Warrant Certificate.
(l) “Registration
Statement” means the Company’s registration statement
(File No. 333 - _________) as amended on the Closing
Date.
(m) “Rules
and Regulations” means the rules and regulations of the
Commission adopted under the Act.
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(n) “Securities”
means the securities obtained or obtainable upon exercise of the
Warrant or securities obtained or obtainable upon exercise,
exchange, or conversion of such securities.
(o) “Unit”
means shares of Common Stock
and Unit Warrants.
(p) “Unit
Warrant” means a warrant defined as a Unit Warrant in the
Warrant Agreement.
(q) “Warrant
Agreement” means that certain Warrant Agreement, dated as of
__________, 2009, by and between the Company and
____________________ relating to the issuance of Unit
Warrants.
(r) “Warrant
Certificate” means a certificate evidencing the
Warrant.
(s) “Warrantholder”
means a record holder of the Warrant or Securities. The initial
Warrantholder is Paulson Investment Company, Inc.
(t) “Warrantholder’s
Expenses” means the sum of (i) the aggregate amount of cash
payments made to an underwriter, underwriting syndicate, or agent
in connection with an offering described in Section 6 hereof
multiplied by a fraction the numerator of which is the aggregate
sales price of the Securities sold by such underwriter,
underwriting syndicate, or agent in such offering and the
denominator of which is the aggregate sales price of all of the
securities sold by such underwriter, underwriting syndicate, or
agent in such offering and (ii) all out-of-pocket expenses of the
Warrantholder, except for the fees and disbursements of one firm
retained as legal counsel for the Warrantholder that will be paid
by the Company.
(u) “Warrant”
means the warrant evidenced by this certificate, any similar
certificate issued in connection with the Offering, or any
certificate obtained upon transfer or partial exercise of the
Warrant evidenced by any such certificate.
2.
Exercise of Warrant . All or any part of the Warrant
represented by this Warrant Certificate may be exercised commencing
on the first anniversary of the Effective Date and ending at 5:00
p.m. Pacific Time on the fifth anniversary of the Effective Date
(the “Expiration Date”) by surrendering this Warrant
Certificate, together with appropriate instructions, duly executed
by the Warrantholder or by its duly authorized attorney, at the
office of the Company, 7080 River Road, Suite 215, Richmond,
British Columbia, Canada V6X 1X5; or at such other office or agency
as the Company may designate. The date on which such instructions
are received by the Company shall be the date of exercise. Subject
to the provisions below, upon receipt of notice of exercise, the
Company shall immediately instruct its transfer agent to prepare
certificates for the Securities to be received by the Warrantholder
upon completion of the Warrant exercise. When such certificates are
prepared, the Company shall notify the Warrantholder and deliver
such certificates to the Warrantholder or as per the
Warrantholder’s instructions immediately upon payment in full
by the Warrantholder, in lawful money of the United States, of the
Exercise Price payable with respect to the Securities being
purchased, if any. If the Warrantholder shall represent and warrant
that all applicable registration and prospectus delivery
requirements for their sale have been complied with upon sale of
the
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Securities received upon exercise
of the Warrant, such certificates shall not bear a legend with
respect to the Act.
If
fewer than all the Securities purchasable under the Warrant are
purchased, the Company will, upon such partial exercise, execute
and deliver to the Warrantholder a new Warrant Certificate (dated
the date hereof), in form and tenor similar to this Warrant
Certificate, evidencing that portion of the Warrant not exercised.
The Securities to be obtained on exercise of the Warrant will be
deemed to have been issued, and any person exercising the Warrant
will be deemed to have become a holder of record of those
Securities, as of the date of the payment of the Exercise
Price.
Notwithstanding
the foregoing, in no event shall such Securities be issued, and the
Company is authorized to refuse to honor the exercise of the
Warrant, if such exercise would result in the opinion of the
Company’s Board of Directors, upon advice of counsel, in the
violation of any law; and provided further that, if the Warrant is
exercisable solely for Securities listed on a securities exchange
or for which there are at least three independent market makers,
the Company may elect to redeem the Warrant submitted for exercise
for a price equal to the difference between the aggregate low asked
price, or closing price, as the case may be, of the Securities for
which the Warrant is exercisable on the date of exercise and the
Exercise Price; in the event of such redemption, the Company will
pay to the holder of the Warrant the above-described redemption
price in cash within 10 business days after receipt of notice of
exercise.
3.
Adjustments in Certain Events . The number, class, and price
of Securities for which this Warrant Certificate may be exercised
are subject to adjustment from time to time upon the happening of
certain events as follows:
(a) If
the outstanding shares of the Company’s Common Stock are
divided into a greater number of shares or a dividend in stock is
paid on the Common Stock, the number of shares of Common Stock and
the number of Unit Warrants for which the Warrant is then
exercisable will be proportionately increased and the Exercise
Price will be proportionately reduced; and, conversely, if the
outstanding shares of Common Stock are combined into a smaller
number of shares of Common Stock, the number of shares of Common
Stock and the number of Unit Warrants for which the Warrant is then
exercisable will be proportionately reduced and the Exercise Price
and the number of Unit Warrants will be proportionately increased.
The increases and reductions provided for in this Section 3(a) will
be made with the intent and, as nearly as practicable, the effect
that neither the percentage of the total equity of the Company
obtainable on exercise of the Warrants nor the price payable for
such percentage upon such exercise will be affected by any event
described in this Section 3(a).
(b) In
case of any change in the Common Stock through merger,
consolidation, reclassification, reorganization, partial or
complete liquidation, purchase of substantially all the assets of
the Company, or other change in the capital structure of the
Company, other than changes in par value, then, as a condition of
such change, lawful and adequate provision will be made so that the
holder of this Warrant Certificate will have the right thereafter
to receive upon the exercise of the Warrant the kind and amount of
shares of stock or other securities or property to which he would
have been entitled if, immediately prior to such event, he had held
the number of shares of Common Stock and the number of Unit
Warrants obtainable upon the exercise of the Warrant. In any such
case, appropriate adjustment will be
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made in the application of the
provisions set f
